Tenda and FIT Combination

September, 2nd 2008

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DISCLAIMER

Cautionary Statement Concerning Forward-Looking Statements

This document contains both historical and forward-looking statements. All statements, other than statements

of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

These forward-looking statements are not based on historical facts, but rather reflect our current expectations

and projections about our future results, performance, prospects and opportunities. We have tried to identify

these forward-looking statements by using words including “may,” “will,” “expect,” “anticipate,” “believe,”

“intend,” “estimate,” “continue” and similar expressions. These forward-looking statements are subject to a

number of risks, uncertainties and other factors that could cause our actual results, performance, prospects or

opportunities, as well as those of the markets we serve or intend to serve, to differ materially from those

expressed in, or implied by, these forward-looking statements. The following important factors, among others,

could affect our business and financial performance: changes in real estate market prices and demand,

estimated budgeted costs and the preferences and financial condition of our customers; demographic factors

and available income; our ability to repay our indebtedness and comply with our financial obligations; our

ability to arrange financing and implement our expansion plan; our ability to compete and conduct our

businesses in the future; changes in our business; inflation and interest rate fluctuations; changes in the laws

and regulations applicable to the real estate market; government interventions, resulting in changes in the

economy, taxes, rates or regulatory environment; and other factors that may affect our financial condition,

liquidity and results of our operations. The forward-looking statements included in this document are made only

as of the date of this release, and except as otherwise required by U.S. federal or Brazilian securities law, we

do not have any obligation to publicly update or revise any forward-looking statements to reflect subsequent

events or circumstances.

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• Gafisa will contribute 100% of FIT’s shares to Tenda’s capital

• FIT will be capitalized and will have, by the merger date, at least:

– R$ 420MM of paid-in capital

– R$ 300MM of net cash

• Tenda will continue to operate as a publicly traded company, listed on BVSP’s Novo Mercado

• After the transaction, Gafisa will hold 60% of Tenda’s voting shares

TRANSACTION OVERVIEW

The resulting

company will have

R$398 million of

net cash and -34%

of Net debt / Equity

Resulting Pro Forma Balance Sheet after Transaction (non audited) - jun/30, 2008 - R$ '000

FIT FIT Tenda Consolidated

Assets

Cash and Equivalents 6.815 293.185 300.000 170.568 470.568

Account Receivables 36.839 - 36.839 491.165 528.004

Inventories 117.640 - 117.640 259.427 377.067

Other Assets 23.348 - 23.348 83.501 106.849

Total 184.642 293.185 477.827 1.004.661 1.482.488

Liabilities

Debt (ST and LT) - - - 73.053 73.053

Land Payment Obligations 39.170 - 39.170 58.793 97.963

Other Liabilities 15.864 - 15.864 124.451 140.315

Total 55.034 - 55.034 256.297 311.331

Equity

Capital 144.468 293.185 437.653 713.081 1.150.734

Accumulated Results (14.860) - (14.860) 35.283 20.423

Total 129.608 293.185 422.793 748.364 1.171.157

Total Liabilites + Equity 184.642 293.185 477.827 1.004.661 1.482.488

Capital

Increase

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10d Average: R$5.55

IMPLIED TRANSACTION VALUATION

Tenda’s shares (last 10 days up to 08/29/08)

Notes: (1) considering price as of 08/29/08: R$3.75; (2) considering price as of 08/29/08: R$23.34; (3) R$25,15; (4) Bloomberg average: R$36.00

3,0

4,0

5,0

6,0

7,0

18-Aug 20-Aug 22-Aug 24-Aug 26-Aug 28-Aug

Price per share (10-day average) A 5.55

Premium over last price¹ 48.1%

# shares B 160.26

Tenda market value (R$MM) C=A*B 890

% Tenda after transaction D 40%

Tenda + FIT implied value (R$MM) E=C/D 2.225

% Gafisa after transaction F 60%

FIT implied value (R$MM) G=E*F 1.335

% FIT in Gafisa's market value

Last price 2 44.2%

30d Average³ 41.0%

Market consensus 4 28.6%

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CHANGES IN SHAREHOLDER STRUCTURE

Gafisa

FIT

HPJO Others

Tenda

HPJO Others

Tenda + FIT

Gafisa

60,0% 20,2% 19,8%

50,6% 49,4%99,9%

Notes: (1) Stakes in Tenda as of 08/14/08; (2) HPJO Participações S.A. (“HPJO”) also includes direct stakes of José Olavo Alves Pinto e Henrique Alves

Pinto in Tenda

Current

structure

(Tenda and

FIT)

Pro-forma

structure

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• Founded in 2007, FIT has already launched 20

projects in 14 cities (8 states)

• Targets clients between 8 and 20 minimum wages

– Sales price between R$80,000 and R$200,000

– Vertical projects with finishing, leisure area and

other unique amenities in its price range

• Standardized projects

• High quality land bank in 24 cities (mainly

metropolitan regions) of 10 states

• Founded in 1994, Tenda has already launched 332

projects in 57 cities (7 states and Federal District)

• Targets clients between 4 and 10 monthly minimum

wages

– Most products with sales price between R$60,000

and R$90,000 thousand

• Sales channel through 38 specialized retail sales

locations with salaried sales people

• Production line throughout construction process: 41

franchised construction companies and 4 standardized

products

• High quality land bank in 77 cities (mainly metropolitan

regions) of 9 states and Federal District

COMPANY OVERVIEWS

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• The integration of both companies creates a powerful platform to leverage the high

growth potential of the affordable and low affordable entry-level segments

A WINNING COMBINATION

54,7 million households

3%

7%

16%

71%

> 20 minimum wages

10 a 20 minimum wages

5 a 10 minimum wages

< 5 minimum wages

Source: IBGE, Pesquisa Nacional por Amostra de Domicílios 2006.

Note: The remaining 3% refers to families with no income or without statement of income

Tenda offers products to

clients with a minimum of 4

monthly minimum wages

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Substantial upside to Tenda and Gafisa

TRANSACTION RATIONALE

Upside to Tenda Upside to Gafisa

• Professional management and governance

• Execution and delivery of completed units

• Solid cash position

• Better access to capital

• Potential increase in liquidity and re-rating of

shares

• Acceleration of growth in low-income

• Unlocks FIT hidden value

• Accretive transaction

• Unique business model in low-income segment

• Does not imply further capitalization in FIT

POTENTIAL

SYNERGIES

Sourcing of new land bank

Complementary distribution channels

Economies of scale in sourcing and dilution of fixed costs

Implementation of best practices and management tools

Comprehensive product portfolio to serve different client segments and profiles

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The Company will adopt the highest corporate governance standards

CORPORATE GOVERNANCE

Board• 9 members, including, initially, 5 nominated by Gafisa, 2 nominated by HPJO

e 2 independent members

Lock-up • Current controlling group (HPJO) must hold a minimum number of Tenda’s

shares according to the following schedule:

– 75% during the first 6 months after the transaction closing

– 50% from the 7th until the 12th month after the transaction closing

– 25% from the 13th until the 18th month after the transaction closing

– Free to sell 100% of Tenda’s shares after the 18th month after the

transaction closing

Scope• Gafisa and Tenda’s current controlling group will operate in the affordable and

low affordable entry-level segments under Tenda’s platform

Listing • Bovespa – Novo Mercado

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Launches (R$ MM) Contracted sales (R$ MM)

Landbank (R$ billion) Net cash/(debt) position (R$ MM)

MAJOR METRICS OF COMBINED COMPANY– 1H08 PRO-FORMA

819

405

1.4891.443

Tenda + Fit MRV PDG- Goldfarb Rodobens

648

343

821903

Tenda + Fit MRV PDG- Goldfarb Rodobens

6,95,5

9,99,1

Tenda + Fit MRV PDG- Goldfarb Rodobens

(168)

82135

398

Tenda + Fit MRV PDG Realty Rodobens

Starting from a solid platform, the combined company is well capitalized

to take advantage of the strong growth potential of the low income

market

Note: Cash position less debt, adjusted for Tenda + FIT’s capitalization

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• Conclusion of legal and accounting due diligence with

acceptable outcomes

• FIT’s incorporation by Tenda

• Elaboration of a business plan for the resulting company

NEXT STEPS

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Q & A